过去数年，打包重组（Repackaging）结构盛行，中资金融机构寻求使用其作为便利进入市场的工具，并为客户提供创新的融资方案。

中国房地产行业是最广泛使用该结构的行业之一，该行业在2021年高开低走、大起大跌，并于最后一季急挫。市场预期房地产行业在2022年仍将困难重重。

在此背景下，我们察觉到安排人（Arranger）、中国房地产企业及投资者正在寻求对现有的打包重组交易进行结构调整（restructure）的机会（包括提前终止、展期、增加额外增信措施、置换等安排）。此外，我们还观察到，市场对与中国非房地产行业主体（如融资租赁公司、金融科技公司）相关的资产支持交易的兴趣有所增加。

我们将于本文探讨部分有关修订或提前终止打包重组交易的主要问题，并且概述我们在市场中观察到的典型案例和未来趋势。

温故知新：打包重组交易的基本结构

许多较为简单的打包重组交易的结构一般具有下列特点：

It has taken over 20 months, but we now have a reported decision from the High Court in England on the operation of the new moratorium provisions introduced by the Corporate Insolvency and Governance Act 2020. Sir Alastair Norris, sitting as a High Court judge, has rejected a creditor's attempt to bring a moratorium to an end following a monitors' decision not to terminate the moratorium.

The changes to the director disqualification regime brought by the Rating (Coronavirus) and Directors Disqualification (Dissolved Companies) Act 2021 (the "Act") come into effect on 15 February 2022. We discuss the extension of disqualification proceedings and the impact on directors here.

The Changes

CVAs continued to be a popular restructuring tool in 2021. As the retail industry gears up for what is expected to be a busy festive period, it marks the end of another year in which the close scrutiny and attempted challenge by landlords to retail CVAs continued.

What is a CVA?

Alternative Dispute Resolution (ADR) is the overarching name given to the different processes used to determine disputes between parties out with a formal court process. ADR is becoming more popular, but is not as widely used by insolvency practitioners (IPs) in the UK to resolve disputes arising from an insolvency event as it perhaps should be.

The most recent UK and Scotland-specific statistics seem to show that the low comparative levels of corporate insolvency that we have seen as a result of the COVID-19 temporary measures may be coming to an end.

The Accountant in Bankruptcy (AiB), the Scottish equivalent of the Insolvency Service, reports that the number of Scottish companies becoming insolvent or entering receivership increased by over 80% in the second quarter of 2021-22, with 211 companies becoming insolvent compared with 117 in the same quarter of 2020-21.

In a recent decision that will be of considerable interest to insolvency practitioners, the English High Court dismissed a challenge to a liquidator's decision to assign causes of action originally vested in an insolvent company to a specialist insolvency litigation financing company.

COVID has tested the resilience of the construction industry over the past 18 months: temporary site closures; working restrictions; price increases and material shortages, to name but a few. Those challenges have brought cashflow pressures to bear. Is the next storm to be weathered that of solvency? It certainly seems ever more acute in these unprecedented times.

The UK Government has announced that the temporary measures which were put in place to protect businesses from insolvency during the pandemic are to be lifted and from 1 October 2021. This means that creditors will be able to seek to wind up debtors who owe them money. But, the devil is in the detail. Creditors do not have carte blanche and new conditions apply. In order to continue to promote business rescue, these conditions will remain in place from 1 October 2021 to 31 March 2022.

If you thought the popularity of CVA's had been overshadowed by restructuring plans you might have to think again and watch what happens in the coming months. As you will know from the press there are a number of high-profile retail CVA's which are being challenged by landlords – New Look and Regis to name just two.